Despairing on her bed after returning home from dinner in the casino, Gilda is aware of the terrible position into which she has been placed. As Ballin helps her with her dress's zipper, she suggests: "I think that's good business to surround yourself with ugly women and beautiful men."

When her benefactor's jealousy is aroused, she assures him that she didn't 'know' Johnny in her past - she implies that she is not interested in having an affair with him:

I'm telling you the truth. I didn't know him. I don't think I've ever known him, Ballin.

With totalitarian control, Ballin plots to use them against each other to vicariously feed his own appetite for hate and cynicism toward life:

Mundson: I see. You're a child, Gilda, a beautiful greedy child. And it amuses me to feed you beautiful things because you eat with so good an appetite.
Gilda: But I shouldn't make any mistakes.
Mundson: No, you shouldn't.
Gilda: If you're worried about Johnny Farrell, don't be. I hate him.
Mundson: And he hates you. That's very apparent. But hate can be a very exciting emotion. Very exciting. Haven't you noticed that?...There's a heat in it that one can feel. Didn't you feel it tonight?
Gilda: No.
Mundson: I did. It warmed me. Hate is the only thing that has ever warmed me.

Sometime later, after winning at roulette in the casino, Gilda asserts the old superstition: "Lucky at cards, unlucky at love" to observer Obregon. Obregon also watches as the blackmailer (who is often allowed to win at the roulette table as a "payoff" bribe) is refused a bet. [Note: The "payoffs" are apparently to keep the man quiet and compliant, and not compete with Mundson's growing, monopolistic tungsten-business cartel with his two German cohorts.] He charges up to Mundson's office to complain about the abrupt cut-off of his illicit funding. Johnny overhears Mundson arguing with the man, claiming he had been well-reimbursed for any losses, but then became disobedient. Apparently, Mundson has now squashed all competition from the "defenseless" businessman related to the tungsten-filament trade:

Mundson: Any losses that you incurred in business were reimbursed to you across the casino tables, regularly and very generously. But in spite of orders, you continue to sell tungsten wire to the Bendolin Company.
Blackmailer: But Mr. Bendolin can't manufacture electric light globes without tungsten wire for filaments, Mr. Mundson. He can't continue in business...
Mundson: We don't wish Mr. Bendolin to continue in business. Isn't that clear to you?
Blackmailer: But he's the only outlet for my product in this territory, Mr. Mundson. If I don't sell to him, I can't continue in business. Don't you understand that?

Meanwhile, to torture and inflame Johnny's jealous passions, Gilda is dancing and flirting with another good-looking male escort Gabe Evans (Robert Scott). When dragged from the casino dance floor by Johnny, Gilda delivers her most famous one-liner before leaving with Gabe:

Didn't you hear about me, Gabe? If I'd been a ranch, they would've named me the Bar Nothing.

In the bar area, Johnny is trying to divert Ballin's curiosity about Gilda's whereabouts, when the blackmailer opens fire with two errant gun shots aimed at Ballin. Johnny explains away the blackmailer's subsequent suicide in the washroom by blaming everything on his "gambling" losses. Ballin is shaken by the incident and confides in his right hand man. In his home's upstairs office, he shows Johnny a hidden wall safe and reveals its combination - it contains important papers about the casino's real cash cow - the international tungsten cartel. The power-obsessed tungsten monopolist Mundson confesses how he has used his wealth to establish monopolistic power: "The man who controls the strategic material can control the world, Johnny."

Later over a drink, Mundson wishes for Johnny's loyal assurance that he is on his side. He explains his worry about Gilda's fickleness. He had bought her due to his mad obsession for her, and is nervous that she may leave him at any time due to restlessness. He explains how women are "funny little creatures...odd things are important to them...I bought her Johnny, just as I bought you...Money doesn't mean very much to Gilda. If she should become restless?...I'm mad about her, Johnny. Mad."

Johnny watches as Gilda pulls up in an open convertible with a drunken Gabe - and is caught sneaking back into her home. Johnny assaults Gabe with two slaps and a punch as he tells him to "Scram!" He knows that he must loyally protect Ballin from knowing that Gilda is two-timing him with Gabe Evans: "I take care of everything that belongs to the boss." An assertive Gilda rhetorically asks: "What's his is yours?" and rebelliously rejects Johnny's loyal 'protection' of her for Ballin's sake:

Johnny: I got some news for you, Gilda. He didn't just buy something. He's in love with ya.
Gilda: Is that so hard to understand?
Johnny: And you're not going to do anything...
Gilda: I've got some news for you, Johnny. I'm going to do exactly what I please when I please. I was true to one man once, and look what happened. I made up my mind then...
Johnny: This isn't about us, it's about him.
Gilda: Really? You don't say so.
Johnny: And get this straight. I don't care what you do, but I'm gonna see to it that it looks all right to him. From now on, you go anywhere you please with anyone you please, but I'm gonna take you there and I'm gonna pick you up and bring you home. Get that? Exactly the way I'd take and pick up his laundry.
Gilda: Shame on you, Johnny. Any psychiatrist would tell you that your thought associations are very revealing.
Johnny: What are you talking about?
Gilda: Any psychiatrist would tell you that means something, Johnny.
Johnny: Did you hear what I said?
Gilda: Sure, I heard what you said. You're gonna take me there and pick me up - all to protect Ballin. Who do you think you're kidding, Johnny?
Johnny: (voice-over after she leaves) I hated her so, I couldn't get her out of my mind for a minute. She was in the air I breathed, and the food I ate...

Johnny lives and sleeps in the casino - in a bedroom (that was formerly Mundson's) that adjoins the office with louvered shutters. At five o'clock one morning, he is awakened by the wafting sounds of Gilda strumming and singing Put The Blame on Mame while accompanying herself with a guitar, while seated on the roulette table. She is singing to an audience of one - the washroom attendant Pio. Johnny observes and enters at the end of the song. When he approaches in a striped bathrobe, Gilda jokes - hinting at his bisexuality: "Oh. Good morning. How very pretty you look in your nightgown." She thinks up an excuse for the two of them: "Swimming...You went swimming with me. Didn't we have a good time?"

She admits to Johnny that she married Ballin on the "rebound" from her relationship with him - although it was a foolish thing to do:

Gilda: Why don't you make it easy on yourself and let him find out about me, or are you afraid of what he might do to me? Johnny! I am...
Johnny: What?!
Gilda: ...afraid.
Johnny: You?
Gilda: Oh Johnny, I wish I'd never...
Johnny: Never what?
Gilda: Getting married on the rebound is so stupid.
Johnny: Rebound from what?
Gilda: You. Because, you, you don't know a man you've only known one day.
Johnny: He doesn't know you either. That way, you start even. All fair and even.

Mutually tortured together, she tells him about her hatred for his cold and callous nature:

Gilda: Would it interest you to know how much I hate you, Johnny?
Johnny: Very much.
Gilda: I hate you so much I would destroy myself to take you down with me. Now I've warned you. Now that's all fair and even.
Johnny: All fair and even...Now would it interest you to know that I know why you're hanging around here at five o'clock in the morning?
Gilda: I told you. I'm the laundry. I'm simply obeying instructions.
Johnny: Now who's kidding who, Gilda? (She heaves her guitar at him, smashing the glass entryway to the casino)

When Johnny escorts Gilda to her home from the casino in the wee hours of the morning, Ballin appears. [Note: Throughout the entire scene, Ballin's black silhouette occupies a portion of the frame, first on the right, then on the left and again on the right.] After hearing an unlikely alibi that they were "swimming" together, he suspiciously wonders whether he may be losing Gilda to his hired man:

Ballin: You see, I thought I had lost you.
Gilda: Me? Ha, ha. Not a chance.
Ballin: And that couldn't be replaced.
Johnny: (sarcastically) Should we have a drink before I start to cry?
Gilda: You see, Johnny doesn't think that would be a tragedy - if you lost me.
Johnny: Statistics show that there are more women in the world than anything else - except insects.

Festive preparations are being made in the casino for Carnival "merry-making" (the last three days that precede Lent in Catholic countries). Johnny is confronted in his office by Ballin's two German contacts (or "messenger boys"), one wielding a gun. He notifies Mundson of their presence by phone, who puts them off for one hour.

In her bedroom suite before departing for the festive merry-making, Gilda pensively speaks with her maid Maria (Rosa Rey) who explains the purpose of Carnival: "Carnival is the last three days preceding the Lent, which, in Roman Catholic countries, is given up to feasting and merry-making. Then comes the fasting and the penance"; Gilda pensively reinterprets what the future holds for her - things would be coming to a climactic end:

In other words, make hay while the sun shines...Three days of sowing wild oats, and then comes the harvest.

She confesses to her maid that she feels "awfully superstitious...this is it...that for me too, it's Carnival." Mundson enters her bedroom to tell her that Johnny will escort her to the party. Noticing her anticipatory excitement, he then orders her room to be closed and sealed - suffocatingly devoid of excitement and emotion:

You're very excited about something tonight, my beautiful. Perhaps it's in the air. Perhaps you shouldn't have opened the window. Close it. (She closes the window to drown out the festive sounds.) There. See how quiet it is now? See how easily one can shut away excitement? Just by closing a window. Remember that, Gilda.

He goads her about being escorted by Johnny: "Oh, I want to have a look at you and your costume before you go. I see you're gonna carry a whip. Have you warned Johnny so that he can also arm himself?" Mundson also arms himself as he prepares to leave to meet with the two Germans - he activates the sharp dagger hidden inside his cane.

During Carnival, their hatred for each other sizzles as the former lovers dance closely together, wearing small black racoon-eye masks. Gilda obviously still loves Johnny: "I have to keep talking, Johnny. As long as I have my arms around you, I have to keep talking or, I might forget to dance, Johnny." When they stumble, Gilda slyly offers: "I can help you get in practice again, Johnny. Dancing, I mean" - implying that she can make him a potent man again. He meanly pushes her away and she abruptly leaves the dance floor/party before the unmasking at midnight. After being abandoned, Gilda deserts Johnny after sending him a torn-off handwritten paper note about where she can be fetched later on (in the early morning hours) after another rendezvous with a different man at a hotel:

You can pick up the laundry in front of the Hotel Centenario. About two o'clock should be all right.

A German-speaking [Nazi] "messenger-boy" is discovered murdered (with a forehead wound) during the unmasking at the Carnival celebration at midnight. Johnny suspects Mundson murdered the man with his "little friend." For the second time, now in Mundson's darkened office, Johnny is instructed to retrieve Gilda and then: "Wait for me at home, Johnny. I may need both of my little friends tonight." He then phones the nearby airfield to confirm pre-arranged travel plans.